1. Definitions:

Account Holder means any person, or Customer, who makes payment to you on behalf of a Customer.
Account Holder’s Account means any bank, credit or debit account that facilitates the debiting by TravelPay of Fees and other payments payable to you on behalf of a Customer.
TravelPay means Zenith Payments Pty Ltd ACN 083 359 684.
Commencement Date means the date of this agreement or other date as the parties agree in writing.
Customer means any person with whom you engage in a business transaction requiring payment to you.
Customer Authorisation means a form of authority provided from your Customer and reasonably required by us from time to time.
Insolvent in the case of a company, means that a company is unable to pay its debts when they become due, or is unable to pay its debts within the meaning of the Corporations Act 2001, or is presumed to be insolvent under that Act or, in the case of an individual, the individual dies, becomes bankrupt or is of unsound mind.
Month means a calendar month.
Nominated Bank Account means the bank account nominated by you in this or your previous agreements for the purpose of receiving payments and for payment of any Fees due by you.
Beneficial Owner is a person who owns 25% or more of the Merchant Company entity.
Online Payments Page means an online payment facility to accept or process Fees and other payments during the course of this agreement.
Privacy Law means all legislation, principles, and industry codes and policies regulating the handling of personal information including the Australian Privacy Act 1988.
Fees in relation to a Customer, means the Fees described in that Customer’s Registration Form or Customer Authorisation, being the Fees payable or due to you by that Customer. For the purpose of this agreement, it also includes any other payments made to you by your Customers and/or processed by you.
Review Date means the date that is 3 years after the Commencement Date.
Payment Processing Fee means the amount so described in this agreement, the Customer Registration Form, customer authorisation or Online Payment Page.
Customer Registration Form means a paper or electronic agreement between a Customer and us whereby the Customer agrees to pay Fees to you via the TravelPay program.

 

2. Collection and Payment Arrangements

2.1 AGENCY
You appoint us as your agent for the purpose of receiving Fees and other payments from a Customer’s or Account Holder’s Account. This appointment is limited to the performance by us of acts necessary to receive these payments from your Customers. We are not authorised to act on your behalf in any other capacity or to bind you in any other way.

2.2 NO COLLECTION
You acknowledge and agree that:

  1. we are not a collection agent;
  2. we are not responsible for collecting fees or liable if a customer fails to pay any fees due to you;
  3. we are not obliged to do anything in addition to stated tasks to recover outstanding Fees, participate in or resolve any dispute between you and a Customer or levy any charges that you may wish to impose on a Customer;
  4. this agreement does not alter your relationship with the Customer other than by nominating us as the recipient of money that is otherwise payable directly to you by the Customer; and
  5. this agreement does not oblige us to deal with your Customers or with Account Holders except to the extent necessary to assist in the receiving of payments from them.

2.3 DIRECTION
You must execute any documents reasonably required by your bank or us to give your Customer’s permission and authority to pay their Fees to us as your agent.

2.4 PAYMENT PROCESSING FEE
This agreement obliges you or the Customer to pay the Fees when utilising the TravelPay program. The relevant amount is added to the amount processed and then retained by us before funds are dispersed to your Nominated Bank Account.

2.5 FAILED PAYMENT FEE
In the event of a payment subsequently being rejected by the Customer or Account Holder’s Bank or another party, you or the Customer will pay to TravelPay a fee (a “Failed Payment Fee”) as outlined in this agreement. This Failed Payment Fee will be automatically deducted from your or the Customer’s Nominated Bank Account four days after we receive notification of the rejected payment. If deducted from you, you can opt to on-charge this amount to the Customer. The Failed Payment Fee does not apply to any failed one-off online payments.

2.6 FAILED PAYMENT FEES
Layby Payment $50.00
Scheduled Payment $1.00

2.7 PAYMENTS
This agreement applies whenever Customers make payments to you and/or us using a Customer’s Account or when you and/or we process payments on behalf of Customers.

2.8 FEES
We will cause the Fees and other payments received by us from a Customer or Account Holder, less any applicable Payment Processing Fee, to be transferred to your Nominated Bank Account within 3 business banking days after the payment was made subject to normal banking and transaction processing operations.

3. Term and Amendments

3.1 INITIAL AGREEMENT
This initial agreement will commence on the Commencement Date and continue until it is terminated in accordance with this agreement. Upon reaching the Review Date, this agreement is automatically renewed on its same terms (other than Fees which may be subject to change) for a period equal to the original agreement unless either party provides 14 days written notice to the contrary prior to the Review Date.

3.2 AGREEMENT AMENDMENTS
We reserve the right to vary or amend any term of this agreement and any change will be effective from the date nominated in the advice to you of this the change. You shall be deemed to accept this variance or amendment unless we receive written notice to the contrary within 14 days of the date of the advice of the change.

4. Responsibilities

4.1 OUR RESPONSIBILITIES
During the term of this agreement we must:

  1. handle all enquiries from you about the operation of the TravelPay Program;
  2. receive Fees and other payments on your behalf;
  3. provide an Online Payment mechanism for you to accept and/or process Fees and other payments due to you;
  4. transfer cleared funds due to you to your Nominated Bank Account;
  5. provide a reconciliation file for monies deposited in your Nominated Bank Account;
  6. use reasonable efforts to assist Customers participating in the TravelPay Program in order to facilitate the payment of Fees;
  7. use reasonable efforts to provide payment failure notifications to you and your customers participating in the TravelPay Program to encourage payment via alternative methods.

4.2 YOUR RESPONSIBILITIES
During the term of this agreement you must:

  1. make available, promote and actively encourage the use of the Merchant Payment program by all Customers.
  2. provide 14 days written notice if you wish to change your Nominated Bank Account;
  3. ensure that the Customer Registration Form is correctly completed by you and the Customer;
  4. only use Customer Registration Forms and other Customer payment authorisation forms that have been provided and/ or approved in writing by us;
  5. immediately process or deliver Customer Registration Forms after they have been completed;
  6. securely store any paper Customer Registration Forms after they have been processed for a period of seven years from the last transaction;
  7. when using the Merchant Online Payments Page, agree to that facility’s stated terms and conditions;
  8. exercise due care and responsibility with payments processed in the TravelPay Program;
  9. ensure that you hold original Customer Authorisation from the Customer for any one-off payments you process via the Online Payments Page;
  10. disclose your participation in the TravelPay Program to any Customer if you are legally or otherwise required to;
  11. not make payments to yourself (i.e. not use your own credit card to process a payment through TravelPay)
  12. provide to us and authorise usage by us of your logo, name or similar branding in conjunction with the TravelPay Program.

5. Termination

5.1 TERMINATION WITHOUT CAUSE
Subject to clause 5.4, you may terminate this agreement at any time following 1 year after the Commencement Date by giving us 6 months’ written notice of your intention to terminate after this date.

5.2 TERMINATION
Either you or we (the Non-Defaulting Party) may terminate this agreement by giving notice to the other (the Defaulting Party) in the following circumstances:

  1. if the Defaulting Party fails to make any payment due under this agreement when due and that failure continues for a period of 5 days from the date of receipt of a notice requiring the Defaulting Party to remedy such failure;
  2. the Defaulting Party has breached or failed to perform any of its material obligations (other than payment obligations) under this agreement and where in the opinion of the Non-Defaulting Party that breach or failure is capable of remedy, it continues for a period of 14 days from the date of receipt of a notice requiring the Defaulting Party to remedy such breach or failure; or
  3. the defaulting party becomes Insolvent.

5.3 LIABILITY FOR TERMINATION

  1. Termination of this Agreement under clause 5.2 will be without prejudice to our respective rights (including the right to damages) at law or in equity.
  2. Termination of this Agreement under clause 5.1 or clause 5.2 will be without liability for either party in respect of the relevant event, but will not affect a party’s rights in relation to any breach of this agreement prior to the termination.

5.4 OBLIGATIONS ON TERMINATION
On termination, you must pay us any outstanding amount that may be payable under this Agreement. We will process this total payable amount upon termination of this agreement.

6. Indemnities

  1. Subject to proof of actual loss, we indemnify you against any direct liability or loss that you may suffer or incur arising from a breach by us of our obligations under this Agreement.
  2. You indemnify us against any liability or loss that we may suffer or incur arising from a breach by you of this Agreement. This indemnity includes any liability or loss that we are liable for to a third party arising from a breach by you of your obligations under this Agreement.

7. Privacy:

You agree to comply with all Privacy Laws which are binding on you and us and which can be found on Zenith Payments website (www.zenithpayments.com.au).

We agree to comply with the issued Merchant Payment solutions Privacy Policy.

8. Disputed Payments, Chargebacks and Refunds

8.1 CARE
You must exercise care and take reasonable precautions to prevent fraudulent, illegal, reversed or disputed payments from occurring.

8.2 RESPONSIBILITY
As you are the beneficiary of funds collected by us, the supplier of goods and services to the Customer and the party privy to relationships with the Customer, you bear all responsibility and liability for any reversed or disputed payments or other form of recovery of funds by us. You indemnify and hold us harmless from and against all claims, costs, liabilities and expenses suffered or incurred by us because of us being obliged, for any reason, to refund or reverse payments before or after the corresponding amount has been remitted to you.

8.3 NOTICE
We will promptly notify you if a payment is required to be refunded by us, or if we receive notice of a disputed payment that might lead to such refund. You must do everything necessary on your part to enable us to avoid having to refund payments, including, for example, immediately providing information or agreements to us about the goods and services supplied by you and the Customer Registration Form or Customer Authorisation in relation to a payment.

8.4 RESOLUTION OF DISPUTES
Notice of a disputed payment or chargeback will be successfully refuted if you provide clear Customer Authorisation from your customer that is subsequently accepted by your Customer’s or the Account Holder’s financial institution. Should the disputed payment or chargeback not be refuted, you will need to resolve the matter directly with your Customer.

8.5 REFUND
If we receive notice of a disputed payment and/or are required to refund or reverse all or part of any payment to a Customer, an Account Holder or their bank or such a refund is debited from our account, then:

  1. we will be discharged from any obligation to remit that amount to you; and
  2. you must reimburse us for that amount and/or we may off-set amounts due to you under this clause off against any other payments due by us to you and/or deduct amounts from your Nominated Bank Account.

8.6 RECOVERY
If you pay money to us in accordance with paragraph 8 and we subsequently recover funds from the Customer, then we will deposit those funds to your Nominated Bank Account.

8.7 LICENCES AND AUTHORITY
You represent and warrant to us that you hold all statutory licences and authorities necessary for the operation of your entity and the collection of payments. You acknowledge that we are not providing any payment facility in addition to our stated services.

8.8 BENEFICIAL OWNER
You as the Beneficial Owner understand that we are obliged to undertake necessary identity checks on you and to confirm your beneficial ownership of the Company detailed in section 2. You provide consent for these checks which may involve confirming information using third party databases.

9. Authority To Credit and Debit

9.1 AUTHORITY
You authorise us to credit and debit your Nominated Bank Account in accordance with the terms and conditions set out within this agreement.

9.2 PAYMENT FAILURE
Should the debiting of any payment due by you under this agreement be unsuccessful, we will retry debiting after an additional 5 business days. Should any amount due remain unpaid by this time, we will attempt to contact you and we reserve the right to immediately withdraw our services and/or to off-set any amounts due against any funds due to you.

9.3 ERRORS
You authorise us to debit your Nominated Bank Account of any previously credited amount that was subject to banking, system or human error and notified as such to you.

10. Layby

10.1 OUR ROLES AND RESPONSIBILITIES

  1. Receive TravelPay layby applications and confirm acceptance or rejection of the layby application to you and the customer.
  2. Advance the total travel amount to your Nominated Bank Account within 3 business days of our acceptance of a TravelPay layby application.
  3. Immediately notify you of any subsequent failure of the Customer to pay their instalment payments.
  4. Promptly apply the monthly instalment received from a customer toward repayment of the total amount advanced to you in respect of that Customer.
  5. Advise you and the Customer when all instalment payments from a Customer have been successfully processed and the total travel amount advanced to you in respect of that Customer has been repaid.
  6. Answer queries from you and your Customers in relation to TravelPay layby.

10.2 YOUR ROLES AND RESPONSIBILITIES

  1. Do not represent to Customers that we provide credit to them; the advance is made to you to allow your Customer to pay for the travel by instalment.
  2. Ensure that all travel services booked by the Customer using the TravelPay facility have been organised and are paid for as required with the third-party suppliers of that travel service in accordance with the layby application.
  3. Use the amount we advance to you only for payment of travel services for the Customer.
  4. Not apply any additional Fees to the Customer for using the TravelPay layby facility.
  5. Provide to us all required Customer travel documents, including conditions relating to cancellations and refunds.
  6. Act upon our direction when issuing the travel services to the Customer, which includes not releasing travel documentation, tickets or confirmation numbers to the Customer before we advise you that Customer has completed all instalment payments for travel services.
  7. Ensure that you have received by means of the layby application or otherwise an irrevocable direction from Customer to act upon our direction to cancel and/or request a refund for the travel services when appropriate.
  8. Provide a refund to the Customer only with our written agreement
  9. If you release or issue the travel services or the travel services are otherwise provided to the Customer, without our written agreement, you will be responsible to repay us the total travel amount, less any amounts we have already received as instalment payments from Customer.

10.3 CANCELLATIONS AND REFUNDS

  1. If a Customer requests you to cancel their travel services or their TravelPay arrangement for the travel services, you will notify us within 2 days.
  2. In that case or if we direct you to cancel travel services, you must immediately cancel the Customer’s travel services and obtain the maximum available refund for the travel services from the third-party providers.
  3. Where possible, you must ensure that the refund amount is paid to TravelPay. Otherwise, you must pay to us the full amount refunded less any cancellation fee that you had previously specified in the Customer’s travel documentation.
  4. We will apply all such refunds against the amount we have advanced for the travel services and our fees (TravelPay Advance). You will not owe us anything if the maximum available refund is less than the TravelPay Advance.
  5. We rely on your expertise and integrity, especially when booking changes and cancellations are necessary. Any failure on your part to co-operate with us in these situations may cause us to take whatever steps are appropriate to protect our interests.

10.4 CUSTOMER INSTALMENT FAILURES

  1. If a Customer instalment payment fails or is subsequently disputed and/or charged back by the Customer’s credit facility:
    i) We will notify the Customer that their instalment payment has failed or has been disputed and/or recalled by the Customer’s credit facility and that the instalment payment must be paid within 5 days to enable their travel services booking to proceed.
    ii) Should the Customer not complete payment of the instalment payment within 5 days, we may direct you to immediately cancel the Customer’s travel services.

 

TravelPay contact details:    TravelPay, Reply Paid 79683, Balmain NSW 2041.

Policy last updated: 1 December 2019